What changed in this filing

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Item 1. Financial Statements

2024-03-06 compared with 2023-12-06 · 85 added, 46 removed, 287 unchanged (31% of the section changed)

10 unchanged sentences

Notes receivable from Wakefern 32,962 31,483

Income taxes receivable 647 —

Other current assets 17,905 17,313

33 unchanged sentences

Authorized 20,000 shares;

issued 11,568 shares at October 28, 2023 and 11,563 shares at July 29, 2023

issued 11,556 shares at January 27, 2024 and 11,563 shares at July 29, 2023

78,000 76,179

1 unchanged sentence

Authorized 20,000 shares;

issued and outstanding 4,204 shares at October 28, 2023 and July 29, 2023

issued and outstanding 4,204 shares at January 27, 2024 and July 29, 2023

Retained earnings 362,862 343,497

1 unchanged sentence

Less treasury stock, Class A, at cost:

944 shares at October 28, 2023 and 912 shares at July 29, 2023

968 shares at January 27, 2024 and 912 shares at July 29, 2023

( 19,685 ) ( 18,327 )

6 unchanged sentences

(In thousands, except per share amounts) (Unaudited)

13 Weeks Ended

2023 October 29,

13 Weeks Ended 26 Weeks Ended

2024 January 28,

2023 January 27,

2024 January 28,

Sales $ 575,579 $ 563,866 $ 1,111,933 $ 1,083,555

21 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended

2023 October 29,

13 Weeks Ended 26 Weeks Ended

2024 January 28,

2023 January 27,

2024 January 28,

Net income $ 14,480 $ 12,322 $ 26,066 $ 23,405

Other comprehensive income:

Unrealized gains on interest rate swaps, net of tax (1) 777 2,765

Unrealized (losses) gains on interest rate swaps, net of tax (1) ( 1,477 ) ( 1,203 ) ( 700 ) 1,562

Amortization of pension actuarial gain, net of tax (2) ( 74 ) ( 96 ) ( 149 ) ( 192 )

Comprehensive income $ 12,929 $ 11,023 $ 25,217 $ 24,775

(1) Amount is net of tax of $ 357 and $ 1,242 for the 13 weeks ended October 28, 2023 and October 29, 2022, respectively.

(2) Amounts are net of tax of $ 34 and $ 43 for the 13 weeks ended October 28, 2023 and October 29, 2022, respectively.

(1) Amount is net of tax of $ 680 and $ 540 for the 13 weeks ended January 27, 2024 and January 28, 2023, respectively, and $ 323 and $ 702 for the 26 weeks ended January 27, 2024 and January 28, 2023, respectively.

(2) Amount is net of tax of $ 34 and $ 43 for the 13 weeks ended January 27, 2024 and January 28, 2023, respectively, and $ 69 and $ 86 for the 26 weeks ended January 27, 2024 and January 28, 2023, respectively.

All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.

4 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended October 28, 2023 and October 29, 2022

13 Weeks Ended January 27, 2024 and January 28, 2023

Common Stock Class B

5 unchanged sentences

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, July 29, 2023

Balance, October 28, 2023

11,568 $ 77,103 4,204 $ 683 $ 351,732 $ 8,836 944 $ ( 19,109 ) $ 419,245

6 unchanged sentences

Share-based compensation expense — 949 — — — — — — 949

Balance, January 27, 2024

11,556 $ 78,000 4,204 $ 683 $ 362,862 $ 7,285 968 $ ( 19,685 ) $ 429,145

Balance, October 29, 2022

10,971 $ 73,499 4,294 $ 697 $ 314,803 $ 8,804 752 $ ( 14,588 ) $ 383,215

Net income — — — — 12,322 — — — 12,322

Other comprehensive loss, net of tax of $ 583

— — — — — ( 1,299 ) — — ( 1,299 )

Dividends — — — — ( 3,253 ) — — — ( 3,253 )

Restricted shares forfeited (1) (41) — — — — — — ( 41 )

Share-based compensation expense — 641 — — — — — — 641

Balance, January 28, 2023

10,970 $ 74,099 4,294 $ 697 $ 323,872 $ 7,505 752 $ ( 14,588 ) $ 391,585

26 Weeks Ended January 27, 2024 and January 28, 2023

Common Stock Class B

Common Stock Accumulated

Comprehensive

Income (Loss) Treasury Stock

Class A Total

Shareholders'

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, July 29, 2023

1 unchanged sentence

Net income — — — — 26,066 — — — 26,066

Other comprehensive loss, net of tax of $ 392

— — — — — ( 849 ) — — ( 849 )

Dividends — — — — ( 6,701 ) — — — ( 6,701 )

Treasury stock purchases — — — — — — 56 ( 1,358 ) ( 1,358 )

Restricted shares forfeited ( 21 ) ( 80 ) — — — — — — ( 80 )

Share-based compensation expense 14 1,901 — — — — — — 1,901

Balance, January 27, 2024

11,556 $ 78,000 4,204 $ 683 $ 362,862 $ 7,285 968 $ ( 19,685 ) $ 429,145

Balance, July 30, 2022

10,971 $ 72,891 4,294 $ 697 $ 306,974 $ 6,135 752 $ ( 14,588 ) $ 372,109

Net income — — — — 23,405 — — — 23,405

Other comprehensive income, net of tax of $ 616

1 unchanged sentence

Dividends — — — — ( 6,507 ) — — — ( 6,507 )

Restricted shares forfeited ( 1 ) ( 41 ) — — — — — — ( 41 )

Share-based compensation expense — 1,249 — — — — — — 1,249

Balance, October 29, 2022

Balance, January 28, 2023

10,970 $ 74,099 4,294 $ 697 $ 323,872 $ 7,505 752 $ ( 14,588 ) $ 391,585

5 unchanged sentences

26 Weeks Ended

2023 October 29,

2024 January 28,

CASH FLOWS FROM OPERATING ACTIVITIES

29 unchanged sentences

Net cash (used in) provided by financing activities ( 13,446 ) 5,682

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 6,137 ) ( 15,585 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 7,564 ) ( 10,340 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 140,910 134,832

11 unchanged sentences

BASIS OF PRESENTATION and ACCOUNTING POLICIES

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of October 28, 2023 and the consolidated statements of operations, comprehensive income and cash flows for the 13 weeks ended October 28, 2023 and October 29, 2022 of Village Super Market, Inc.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of January 27, 2024 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 26 weeks ended January 27, 2024 and January 28, 2023 of Village Super Market, Inc.

(“Village” or the “Company”).

1 unchanged sentence

Annual Report on Form 10-K, which should be read in conjunction with these financial statements.

The results of operations for the period ended October 28, 2023 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the periods ended January 27, 2024 are not necessarily indicative of the results to be expected for the full year.

Disaggregated Revenues

The following table presents the Company's sales by product categories during each of the periods indicated:

13 Weeks Ended

October 28, 2023 October 29, 2022

Amount % Amount %

13 Weeks Ended 26 Weeks Ended

January 27, 2024 January 28, 2023 January 27, 2024 January 28, 2023

Amount % Amount % Amount % Amount %

Center Store (1) $ 350,573 60.9 % $ 343,818 61.0 % $ 671,497 60.5 % $ 655,642 60.6 %

7 unchanged sentences

MERCHANDISE INVENTORIES

At October 28, 2023 and July 29, 2023, approximately 63 % and 64 %, respectively, of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO.

If the FIFO method had been used for the entire inventory, inventories would have been $ 21,704 and $ 21,238 higher than reported at October 28, 2023 and July 29, 2023, respectively.

At January 27, 2024 and July 29, 2023, approximately 64 % of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO.

If the FIFO method had been used for the entire inventory, inventories would have been $ 22,154 and $ 21,238 higher than reported at January 27, 2024 and July 29, 2023, respectively.

NET INCOME PER SHARE

9 unchanged sentences

The table below reconciles Net income to Net income available to Class A and Class B shareholders:

13 Weeks Ended

2023 October 29,

13 Weeks Ended 26 Weeks Ended

2024 January 28,

2023 January 27,

2024 January 28,

Net income $ 14,480 $ 12,322 $ 26,066 $ 23,405

Distributed and allocated undistributed Net income to unvested restricted shareholders

542 339 983 644

Net income available to Class A and Class B shareholders $ 13,938 $ 11,983 $ 25,083 $ 22,761

The tables below reconcile the numerators and denominators of basic and diluted Net income per share for all periods presented.

13 Weeks Ended

October 28, 2023

Class A Class B

13 Weeks Ended 26 Weeks Ended

January 27, 2024 January 27, 2024

Class A Class B Class A Class B

Net income allocated, basic

6 unchanged sentences

Weighted average shares outstanding, diluted 14,303 4,204 14,327 4,204

13 Weeks Ended

October 29, 2022

Class A Class B

13 Weeks Ended 26 Weeks Ended

January 28, 2023 January 28, 2023

Class A Class B Class A Class B

Net income allocated, basic $ 9,342 $ 2,642 $ 17,743 $ 5,017

4 unchanged sentences

Weighted average shares outstanding, diluted 14,157 4,294 14,157 4,294

Outstanding stock options to purchase Class A shares of 86 and 93 were excluded from the calculation of diluted net income per share at October 28, 2023 and October 29, 2022, respectively, as a result of their anti-dilutive effect.

In addition, 507 and 363 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at October 28, 2023 and October 29, 2022, respectively, due to their anti-dilutive effect.

Outstanding stock options to purchase Class A shares of 85 and 90 were excluded from the calculation of diluted net income per share at January 27, 2024 and January 28, 2023, respectively, as a result of their anti-dilutive effect.

In addition, 496 and 358 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at January 27, 2024 and January 28, 2023, respectively, due to their anti-dilutive effect.

RELATED PARTY INFORMATION

3 unchanged sentences

On September 28, 2022, the Company invested an additional $ 30,000 in variable rate notes receivable from Wakefern that earn interest at the prime rate plus .50 % and mature on September 28, 2027.

At October 28, 2023, the Company held variable rate notes receivable due from Wakefern of $ 32,211 that earn interest at the prime rate plus .75 % and mature on February 15, 2024, $ 31,559 that earn interest at the prime rate plus .50 % and mature on August 15, 2027 and $ 32,578 that earn interest at the prime rate plus .50 % and mature on September 28, 2027.

At January 27, 2024, the Company held variable rate notes receivable due from Wakefern of $ 32,962 that earned interest at the prime rate plus .75 % and matured on February 15, 2024, $ 32,275 that earn interest at the prime rate plus .50 % and mature on August 15, 2027 and $ 33,317 that earn interest at the prime rate plus .50 % and mature on September 28, 2027.

The Company invested $ 33,338 of the proceeds received from the notes that matured on February 15, 2024 in variable rate notes receivable from Wakefern that earn interest at the SOFR plus 2.25 % and mature on February 15, 2029.

Wakefern has the right to prepay these notes at any time.

Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

Included in cash and cash equivalents at October 28, 2023 and July 29, 2023 are $ 116,520 and $ 122,028 , respectively, of demand deposits invested at Wakefern at overnight money market rates.

On April 28, 2022, the Company entered into a partnership agreement for 30 % interest in the development of a retail center in Old Bridge, New Jersey, which includes a Village replacement store with an operating lease obligation of $ 4,304 as of October 28, 2023.Village will fund its share of project costs estimated to be $ 15,000 to $ 20,000 over the two to three year life of the project.

As of October 28, 2023, Village has invested $ 12,688 into the real estate partnership, which is accounted for as an equity method investment included in Investments in Real Estate Partnerships on the Consolidated Balance Sheet.

There have been no other significant changes in the Company’s relationships or nature of transactions with related parties during the 13 weeks ended October 28, 2023.

Included in cash and cash equivalents at January 27, 2024 and July 29, 2023 are $ 114,033 and $ 122,028 , respectively, of demand deposits invested at Wakefern at overnight money market rates.

Village will fund its share of project costs estimated to be $ 15,000 to $ 20,000 over the two to three year life of the project.

As of January 27, 2024, Village has invested $ 14,700 into the real estate partnership, which is accounted for as an equity method investment included in Investments in Real Estate Partnerships on the Consolidated Balance Sheet.

There have been no other significant changes in the Company’s relationships or nature of transactions with related parties during the 26 weeks ended January 27, 2024.

COMMITMENTS and CONTINGENCIES

33 unchanged sentences

Village also executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base SOFR at 3.59 %, resulting in a fixed effective rate of 5.34 %.

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at October 28, 2023), which secure obligations for store leases and construction performance guarantees to municipalities.

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at January 27, 2024), which secure obligations for store leases and construction performance guarantees to municipalities.

The Credit Facility contains covenants that, among other conditions, require a minimum tangible net worth, a minimum fixed charge coverage ratio and a maximum adjusted debt to EBITDAR ratio.

The Company was in compliance with all covenants of the credit agreement at October 28, 2023.

As of October 28, 2023, $ 67,664 remained available under the unsecured revolving line of credit.

The Company was in compliance with all covenants of the credit agreement at January 27, 2024.

As of January 27, 2024, $ 67,664 remained available under the unsecured revolving line of credit.

New Markets Tax Credit Financing

8 unchanged sentences

The loan to the Investment Fund is recorded in Other assets in the consolidated balance sheets.

The Investment Fund then contributed the proceeds to a CDE, which, in turn, loaned combined funds of $ 6,563 , net of debt issuance costs, to Village Super Market of NY, LLC, a wholly-owned subsidiary of the Company, at an interest rate

of 1.000 % per year with a maturity date of December 31, 2051.

These loans are secured by the leasehold improvements and equipment related to the construction of the Bronx store.

15 unchanged sentences

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of October 28, 2023, the Company had five interest rate swaps with an aggregate initial notional value of $ 99,975 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility.

As of January 27, 2024, the Company had five interest rate swaps with an aggregate initial notional value of $ 99,975 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility.

The interest rate swaps were executed for risk management and are not held for trading purposes.

4 unchanged sentences

Amounts reported in Accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate loans.

The Company reclassified $ 781 and $ 243 during the 13 weeks ended October 28, 2023 and October 29, 2022, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 74,570 as of October 28, 2023.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 10,269 as of October 28, 2023.

The Company reclassified $ 775 and $ 506 during the 13 weeks ended January 27, 2024 and January 28, 2023, respectively, and $ 1,555 and $ 748 during the 26 weeks ended January 27, 2024 and January 28, 2023, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 72,227 as of January 27, 2024.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 8,112 as of January 27, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements